Seidman continues to take aim at Massbank CEO, company's 'sub-par' performance

By Lisa Kerner

Charlotte, N.C., Feb. 25 - Massbank Corp. investor Lawrence B. Seidman used the words "puppets" and "desperation" in reaction to the company's Feb. 11 form 8-K filing with the Securities and Exchange Commission detailing the company's bylaw amendments.

"'Puppets' relates to Massbank's board of directors who apparently feel that their fiduciary duty is owed to you and not to the MASB shareholders," Seidman wrote in a Feb. 25 letter to company chairman, president and chief executive officer Gerard H. Brandi. The letter was included in a schedule 13D filed with the SEC.

"'Desperation' relates to you," Seidman said, referring to Brandi in his letter.

According to Seidman, Brandi had told the investor that conducting a proxy contest would be a waste of time because the CEO was loved by Massbank shareholders.

Seidman noted that the bylaw amendments indicate that Brandi is no longer confident about how shareholders view him or the company's financial performance, which Seidman referred to as "sub-par."

Amendments to the bylaws included:

• A new provision to article I, section 1, and article II, section 2, that addresses the timing for stockholders to make director nominations or stockholder proposals related to the date of the annual meeting;

• A new section 2A to article II, entitled "Limitations on Eligibility to Serve as a Director"; and

• A new section 9 to article V regarding the severability of the bylaws.

In January, it was reported that Seidman confronted Brandi about Brandi's inquiries into Seidman's service as a board member.

Seidman took the opportunity to blast the company for awarding options to directors and senior management in light of Massbank's poor financial performance.

Also in January, Seidman requested a copy of the company's most current shareholder lists for the purpose of communicating with fellow shareholders.

The 7.49% stakeholder nominated himself, Thomas C. Goggins and Welles C. Hatch in December for election to Massbank's board of directors at the company's next annual meeting of shareholders.

In the past, Seidman has recommended that the Reading, Mass., bank holding company accelerate share repurchases and consider a possible Dutch auction.

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